Axonex AI Group Ltd 6-K, filed Oct 13, 2026
Axonex AI Group Ltd (AXNX)
About this 6-K
Axonex AI Group Ltd filed this 6-K on October 13, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-42462
Axonex AI Group Limited
Unit 506-8, 5/F, Laford Centre
838 Lai Chi Kok Road
Lai Chi Kok, Kowloon, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Amendment to Securities Purchase Agreements
As previously disclosed in the Current Reports on Form 6-K furnished to the U.S. Securities and Exchange Commission on July 13, 2026, August 11, 2026 and August 31, 2026, Axonex AI Group Limited (formerly known as Mint Incorporation Limited), a business company incorporated under the laws of the British Virgin Islands (the “Company”), entered into securities purchase agreements dated July 2, 2026 (the “July 2 Securities Purchase Agreements”) and securities purchase agreements dated July 30, 2026 (the “July 30 Securities Purchase Agreements” and, together with the July 2 Securities Purchase Agreements, the “Original Agreements”) with certain investors (each an “Investor,” and collectively, the “Investors”), pursuant to which the Company issued an aggregate of 4,310,350 Class A ordinary shares, with no par value each, of the Company (the “Class A Ordinary Shares”) on July 8, 2026 and an aggregate of 6,329,115 Class A Ordinary Shares on August 11, 2026. Pursuant to Amendment No. 1 to each July 2 Securities Purchase Agreement, dated August 26, 2026, the Company agreed to file a resale registration statement on Form F-3 or Form F-1 covering the resale of the Class A Ordinary Shares issued thereunder no later than sixty (60) calendar days following August 11, 2026.
On October 7, 2026, the Company entered into an Amendment to Securities Purchase Agreements with each of the Investors (collectively, the “Amendments”), which constitute Amendment No. 2 to each July 2 Securities Purchase Agreement and Amendment No. 1 to each July 30 Securities Purchase Agreement. The Amendments extend the deadline by which the Company is required to file such resale registration statement to March 31, 2027. The Amendments further provide that such resale registration statement may cover the resale of Class A Ordinary Shares issued by the Company to other investors in one or more separate transactions.
As previously disclosed, the Company’s name has been changed to “Axonex AI Group Limited”, effective in the marketplace as of October 13, 2026. The change of name did not affect the Company’s rights or obligations under the Original Agreements, and the Amendments were entered into by the Company under its current name. Except as amended by the Amendments, the Original Agreements remain in full force and effect in accordance with their terms.
A copy of the form of the Amendments is filed as Exhibit 10.1 to this Form 6-K. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit, which is incorporated herein by reference.
This Report is incorporated by reference into the Registration Statement on Form F-3 (File No. 333-296027) of the Company, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
This Report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Form of Amendment No. 2 to Securities Purchase Agreement, dated October 7, 2026, by and among the Company and the purchasers thereto |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 13, 2026 | Axonex AI Group Limited | |
| By: | /s/ Hoi Lung Chan | |
| Name: | Hoi Lung Chan | |
| Title: | Chief Executive Officer and Chairman of the Board | |
2
Exhibit 10.1
AMENDMENT NO. 2
TO
SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of October 7, 2026, is entered into between Axonex AI Group Limited (formerly known as Mint Incorporation Limited), a business company incorporated under the laws of the British Virgin Islands (the “Company”), and the undersigned Buyer.
RECITALS
WHEREAS, the Company (then named Mint Incorporation Limited) and the Buyer are parties to (i) that certain Securities Purchase Agreement dated as of July 2, 2026 (the “July 2 Agreement”), pursuant to which the Company issued and sold Class A ordinary shares of no par value of the Company to the Buyer on July 8, 2026, and (ii) that certain Securities Purchase Agreement dated as of July 30, 2026 (the “July 30 Agreement” and, together with the July 2 Agreement, the “Original Agreements”), pursuant to which the Company issued and sold Class A ordinary shares of no par value of the Company to the Buyer on August 11, 2026;
WHEREAS, the Company and the Buyer entered into Amendment No. 1 to the July 2 Agreements dated as of August 26, 2026 (“Amendment No. 1”), which amended and restated Section 5(a) of the July 2 Agreement to require the Company to file a resale registration statement covering the Registrable Securities no later than sixty (60) calendar days following August 11, 2026;
WHEREAS, the parties wish to further amend Section 5(a) of the July 2 Agreement (as amended and restated by Amendment No. 1), and to amend Section 5(a) of the July 30 Agreement, in each case to extend the deadline for filing the resale registration statement thereunder to March 31, 2027; and
WHEREAS, Section 9(c) of each of the Original Agreements permits the amendment of such Original Agreement by a written instrument signed by the Company and the Buyer.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Amendment to Section 5(a) of the Original Agreements. |
Section 5(a) of the July 2 Agreement, as amended and restated by Amendment No. 1, is hereby further amended by deleting the words “sixty (60) calendar days following August 11, 2026” and substituting therefor “March 31, 2027”.
Section 5(a) of the July 30 Agreement is hereby amended by deleting the words “sixty (60) calendar days following the Closing Date” and substituting therefor “March 31, 2027”.
2. Effect of Amendment. Except as expressly amended hereby, each of the Original Agreements remains in full force and effect in accordance with its terms. All references in each Original Agreement to “this Agreement” shall be deemed to refer to such Original Agreement as amended hereby (and, in the case of the July 2 Agreement, as amended by Amendment No. 1), and all references in each Original Agreement to Mint Incorporation Limited shall be deemed to refer to Axonex AI Group Limited.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
4. Counterparts. This Amendment may be executed in two or more counterparts, including by facsimile, PDF or other electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
[Signature pages follow]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
| AXONEX AI GROUP LIMITED | BUYER | |||
| By: | By: | |||
| Name: | Hoi Lung Chan | Name: | ||
| Title: | Chief Executive Officer and Chairman of the Board | Title: | ||